Tell Him Truthfully
by Nekosblackrose
Summary: Richie's cousin Millany comes for a visit and notices something brewing between Richie and his best friend Fonzie. With a devious smirk in place, she intends to break down their barriers of force them to face the truth about their feelings for each other.
1. Part 1: Cunningham's Cousin

A/N: Hey guys. I've placed an OC in this story. It's most likely going to be 3 parts, but I might have it reduced to 2. I'm not sure yet. Anyway, I hope you guys enjoy the story.

Part I

Cunningham's Cousin

Richard Cunningham looked at himself in the mirror of the bathroom, fretting and worrying over something that he really shouldn't have been fretting over. He straightened his hair for the millionth time and made sure he was clean shaven. He sighed and slumped slightly, worry still clouding his mind. He was brought out of his worries by a sharp knock on the bathroom door.

"Hey, Richie, what're you doing in there?" Fonzie called through the door. Richie sighed and reached over, opening the door for Fonzie. The brunette quirked an eyebrow at Richie curiously. "You've been in here for half an hour." Richie groaned.

"I'm nervous…" He admitted at last. Fonzie stepped into the bathroom and leaned against the wall beside Richie, looking over at him expectantly. "My cousin's coming today."

"Boy or girl?" Fonzie asked crossing his arms.

"Girl," Richie responded with a sigh. "The one on dad's side of the family." Fonzie's eyebrows shot up into his hairline.

"The one who pulled all those pranks on you when y'all were little?" He asked. Richie nodded solemnly. Fonzie grasped Richie's shoulder comfortingly. "She probably ain't the same." Richie groaned.

"I don't know, Fonzie," He said worriedly. "What if she's worse?" He asked looking at Fonzie with fearful blue eyes. Fonzie sighed and draped his arm over Richie's shoulders, leading him out of the bathroom, flicking the light off as he passed the switch.

"Look, Richie," He said going towards the stairs. "I'm sure everything'll be just fine, you'll see." Richie sighed and let Fonzie guide him down the first few steps before there was a loud knock at the front door, making him freeze up. Fonzie stopped as well and looked over at Richie, worry rippling in his soil brown eyes.

"Well, hello Millany!" Howard said happily. Fonzie gave Richie a skeptical look.

"Millany?" He asked quietly. "You told me her name was Millie." Richie sighed.

"Her name's Millany but we call her Millie," He explained. Fonzie nodded and forced Richie down the staircase. "Come on, Rich. Gotta face her once of these days," He whispered. Richie blushed and allowed Fonzie to drag him downstairs. "'Eeeeeyyy!" Fonzie greeted when they landed in the living room. There they stood-Joanie, Howard, Marion and Richie's cousin, Millany. Millany was nothing like Fonzie had been expecting. He'd been expecting skirts and blouses…not jeans and black leather jackets. But there she stood, tall and radiating with confidence. Long brown hair cascaded down her back and dark, almost black eyes locked on Fonzie before turning to Richie. A smug grin split her face and she came towards him, her boots muffled by the carpet.

"Hey Richie," She said gathering her cousin in a hug. "Been a while." Richie grinned and hugged Millany back.

"Yeah," he said before Millany held him out at arm's length. She grinned at him and he grinned back. "Oh! Millany, this is my friend, Fonzie." Richie stepped back and Fonzie stepped forward, killer smile in place. Millany looked him up and down before her eyes rested on his, a slow grin forming on her lips.

"So you're the infamous Arthur Fonzarelli," She said crossing her arms and tilting her chin up slightly. Fonzie had never met a girl so strange. She was practically a boy except for the missing appendage between her leg, long hair and breasts.

"I am The Fonz," He said, his arm instinctively falling over Richie's shoulders. "Richie's friend." Millany's grin turned to a teasing smirk.

"Looks like his best friend," She said before plopping down on the couch. Howard took his usual chair, Joanie quickly snagged the seat next to Millany with a broad, proud grin, Marion perched beside Joanie and Fonzie and Richie sat across from the girls. Millany put her arm around Joanie in a half hug before resting her arm on the back of the couch.

"So, Millany," Marion said with a fond smile. "How have things been at NYU?" Millany shrugged.

"Things have been good," She said casually. "I'm majoring in Engineering." Howard made a sound of surprise.

"You know, Richie's going to be a journalist," He said with pride. Millany grinned over at her cousin.

"That's great, Rich!" She said enthusiastically. "Hey, maybe one of these days you'll be doing an article on me-the best female engineer in the whole U.S. of A." Richie grinned. Millany really had changed for the better. Fonzie had been right.

"That'd be really cool," He said happily. Fonzie grinned at his friend, glad that he wasn't as nervous or scared as he had been a few moments before.

"What's engineering all about?" Joanie asked frowning up at Millany slightly. Millany looked down at her younger cousin and thought for a moment.

"It's all about building things," She said finally. "Buildings, new cars, and a lot of other things." Joanie nodded, somewhat understanding what the older girl was talking about.

"What area of engineering were you thinking of going into, Millie?" Howard asked, leaning forward in his chair slightly. Millany smirked.

"Mostly I was thinking of designing new motorcycle lines, or even cars," She said, voice dripping with excitement and enthusiasm. Fonzie's interest peaked.

"You're into bikes?" He asked tilting his head to the side. Millany's gaze turned to him and she nodded.

"Yeah," She said. "I've got one sitting outside. Harley Davidson, 1955 FL, with a few modifications." Fonzie leaned forward, his eyes widening a small portion.

"That's the latest model, isn't it?" He asked intrigued. Millany smirked and nodded. Fonzie was hooked. "Oh, man! Can I see it?" He asked already moving to stand up. Millany grinned and stood.

"Yeah, sure," She said going to the door. Fonzie stood and followed her out. Richie and the rest of the Cunningham family came after. All of them were curious about Millany's bike. Fonzie moaned appreciatively at the sight of the beautiful red Harley parked next to his own light brown motorcycle. He ran his hand over the handles and across the seat.

"What modifications did you make?" Richie asked, just as impressed by the bike as Fonzie. Millany approached her bike and tapped the place behind the back seat.

"Well, I took the rack off," She said crossing her arms. "I personalized the handles-," she gestured to the handles that had what looked like claw marks running across them, "-I painted this-," she ran her finger across the front wheel guard where a flying blackbird had been painted, "-and that's about it." Fonzie sucked in a breath.

"Maaaan," Fonzie drawled. "I would love to take this baby out for a ride." Millany mounted her bike and leaned back, looking up at the others.

"I'll let you ride her," She said seriously. "But, only if you let me ride yours." Fonzie looked over at his cherished bike, then at Millany and then at Richie. The redhead looked at Fonzie pleadingly. He wanted to ride Millany's bike too. Fonzie looked down at Millany.

"Okay," He said nodding. "But only if Richie gets to ride with me." Millany looked at her cousin and saw the large grin that spread across his face. She smirked, a strange, almost knowing look in her eyes.

"You got it," She said standing from her bike. She pulled the keys out of her pocket and handed them to Fonzie. "Be careful with my girl, got it?" She asked, still holding onto the keys. Fonzie nodded.

"Same to you, Millie," He said. Millany smirked and let go of the keys. Fonzie relinquished the keys to his bike to Millany and mounted the red Harley. Richie climbed on behind him and rested his hands on Fonzie's hips.

"You kids be careful," Marion said holding onto Howard's arm. Joanie bounced up and down.

"I wanna ride!" She exclaimed. "Can I daddy?" Millany sat back in Fonzie's bike and looked at the dark haired girl.

"She can ride with me if it's alright with you, Uncle Howard," She said holding Fonzie's helmet in her hands. Joanie looked up at Howard hopefully. Howard looked at Marion and sighed.

"Alright," He said. "Just make sure she's wearing a helmet." Millany grinned as Joanie ran up to her and grabbed the helmet, securing it on her head. She got on the bike behind Millany and wrapped her arms around her waist.

"Ready?" Millany asked. Joanie nodded excitedly and the two bikes were started up and backed out of the driveway. They started down the road, gaining speed as they went. Millany would glance over at Fonzie and Richie every now and then, noticing that Richie's head found its way to Fonzie's shoulder and the way he'd wrapped his arms around Fonzie's waist. She smiled, and moved a bit closer to them on the road. "Where to?" She hollered over the whipping wind and roaring engines.

"How about Arnold's?" Richie called over, his head snapping up from its previous resting place. Millany looked at Fonzie to see if that was alright with him.

"Sounds good," Fonzie said looking over at them for a moment.

"Alright!" Joanie cheered from behind Millany. "That's where Richie and Fonzie are always hanging out," She explained in Millany's ear. Millany nodded and followed Fonzie as he led the way to Arnold's. They pulled into the parking lot and parked the bikes side by side.

"I gotta say," Fonzie said leaning back, causing Richie to lean back as well, "this is one fine bike." Millany grinned at the compliment to her ride.

"I'd have to agree about yours," She said propping the bike up on its kickstand. "It's quite a bike. I can see why you love her." Joanie hopped off and put the helmet on the seat. Millany dismounted and handed Fonzie his keys. Fonzie gave Millany the keys to her own bike and they headed inside, grabbing their normal booth.

"Thanks for letting us ride your bike, Millie," Richie said grinning. Millany smirked, leaning back and spreading her arms across the back of the seat. Fonzie couldn't help but be distracted my how much like a guy she acted-the jeans, leather jacket plus the bike shouted masculinity. Something was off.

"Not a problem," She said grinning. "So, what's good here?" Richie was quick to list off the things that were good. Millany nodded and Fonzie snapped his fingers, grabbing the attention of a waitress.

"What'll you have?" She asked smiling at Fonzie before her gaze traveled over the other three at the table. Her smile faltered when she took in Millany's appearance.

"What sounded good to you, Millie?" Richie asked. She shrugged.

"I'll trust your judgment," She said with a short nod. Richie grinned and ordered chocolate shakes all around. When the waitress came back she set the shakes in front of each of them. Millany reached for hers, her fingers brushing the back of the girl's hand. Fonzie noticed that the girl blushed at the contact. He glanced at Millany in time to see her smile softly at the girl. Things were getting very curious. Millany saw Fonzie watching her and she smirked at him. Richie saw the exchange and something burned within him like nothing he'd ever felt. Anger…resent…_jealousy_. Joanie was oblivious to the exchange, happily sucking down her shake.

They switched back to their respectable bikes on the way back home at sunset. Dinner was rather uneventful other than catching up with each other…and Richie's burning insides. All through dinner Fonzie and Millany would exchange these little glances. He didn't like it. He knew he was in love with the one and only Fonz, and he also knew that Fonzie would never return that affection. He was straight and loved girls. But this…this was unbearable! His own _cousin!_ For God's sake!

After dinner Richie went straight up to his room. Millany got settled in Chuck's old room. Fonzie went up to his apartment above the garage. Mr. and Mrs. Cunningham went to their own room and Joanie went to bed as well. Richie couldn't sleep. He couldn't stop thinking of the little looks and smirks that went between Fonzie and Millany that evening. It disturbed him greatly and he wanted to talk to Fonzie about it, make sure that Fonzie wasn't interested in his cousin, but he knew that wouldn't work. Of course Fonzie was interested in Millany. She was different than any of the girls in Milwaukee. Richie turned on his side and sniffled. This sucked…

Fonzie looked up at Richie's darkened window and sighed. He leaned against the outer wall of the house, hands stuffed into his jacket pockets. It had become a ritual with him-standing under Richie's window, wondering why he didn't have the guts to tell the redhead how he felt. But then again, he knew why. Discrimination was a horrible thing. He'd heard all the stories about how this person or that person was killed-_mutilated_-because they were homosexual.

"You know, this is very close to the way a stalker would act." Fonzie jumped and whirled around towards the voice. Millany stepped closer to Fonzie, a smug smirk tugging at her lips. He didn't calm down. "Calm down, Fonzarelli," She said pulling a pack of Marlboro's from her pocket and slipping one of the cigarettes out. "I'm not gonna try and jump your bones. I hate to put a dent in your lady's man rep, but I'm not interested." Fonzie did calm down a bit.

"Alright, then what are you doing out here?" He asked leaning against the wall again. Millany lit the cigarette and took a long drag from it. She blew the smoke out, trapping Fonzie with her dark gaze. In the night her eyes looked black with no pupils, making her look like some creature instead of a human.

"I could ask you the same thing," Millany said thumping dead ashes into the grass. "Look, Fonzie, I've only been here a grand total of five hours, but I've noticed quite a few things in that short amount of time." She took another drag, smoke streaming from her mouth as she spoke. "You're in love with my cousin." She gestured to Richie's bedroom window. Fonzie froze. Was he that obvious? Who else knew?

"How did you know?" Fonzie asked. There was no use in denying it. Millany ran a hand through her hair and scratched at the back of her neck.

"Well, it was the way you looked at him for the most part," She said shrugging. "Like he was the only person in the world that mattered, that you'd do anything in the world for him just to see him smile." Fonzie sighed and shook his head.

"Am I that obvious?" He asked distressed. Millany chuckled and shook her head, stomping out her cigarette.

"Nah," She said going to lean against the wall beside him. "I've made it a habit to be observant of those around me." Fonzie was relieved that Millany was the only one who'd noticed. "In case you're wondering, no, I'm not going to discriminate against you or Richie. Richie's like my brother, and you're practically a Cunningham as it is."

"'Eeeeeyyyy, I only aim to please," Fonzie said with his trademark grin. Millany laughed and patted Fonzie on the shoulder in a friendly manner.

"Look, Fonzie," She said squaring him with a serious look. "I'm only gonna tell you this once, so listen. I would suggest you tell Richie how you feel, and fast. He's getting suspicious that you're taking an interest in me." She pushed off the wall and started walking away while Fonzie stood there gawking at her. She turned and smirked at him. "And Fonzie, if I ever catch wind of you mistreating my cousin…you and your bike are dead. Have a nice night." She grinned at him and started walking away again; disappearing into the night just as she'd appeared.

Fonzie leaned his head against the wall, looking up at Richie's room. He knew Richie was asleep under his covers, probably curled up on his side. Fonzie sighed and made his way back to his apartment. He needed some sleep before facing the next day…


	2. Part 2: Time Running Out

A/N: Here's part 2. So far, it's looking like there's going to be three parts. I hope you guys enjoy part 2!

Part II

Time Running Out

Morning found Millany, clad in jeans and a plain white T-shirt, shuffling lazily into Richie's room to wake him up. Her socked feet dragged across the carpet slowly before she reached the bed and sat down. Richie looked like he'd cried some that night. Millany frowned slightly before dismissing it and reached over to gently shake Richie from his sleep.

"Hey, Richie," She called softly. "Rise and shine. It's time to get up. Aunt Marion's making breakfast." Slowly Richie's blue eyes opened and took in the person above him. When it registered that it was Millany he glared and shoved her away from him. She fell from the bed and landed with a gruff grunt on the floor.

"Get out of my room," He said through gritted teeth. Millany frowned, dark eyes filled with confusion.

"What bee got in your bonnet, Rich?" She asked standing from the floor. Richie sat up and crossed his arms angrily.

"_You_ did, Millany," He said glaring up at her. Millany's gaze darkened slightly and Richie almost regretted his anger towards his cousin. Almost. "You and all those looks you've been giving Fonzie." Millany's stance turned defensive and her arms crossed over her chest.

"Is that what this is all about?" She asked voice low and calculating. Richie nodded sharply.

"Yeah," He said leaning forward. "I don't like the way you look at each other. Like you're gonna make it until you both have mush for brains!" Millany scoffed and turned for the door.

"I don't have to put up with this shit," She said slamming the door behind her. Richie stared at his door in disbelief at himself. Had he really just said that to _Millany_?

Millany shoved her boots on and grabbed her jacket, shoving her arms through the sleeves as she bounded down the stairs. She didn't return her aunt's call of 'good morning' as she stomped out the door.

"'Eeee-," Fonzie was cut short in his greeting when Millany rushed passed him. "What's going on?" He asked curiously as she mounted her bike.

"Ask Richard," She said before revving the engine of her bike and backing out of the driveway. She sped away faster than Fonzie thought was even possible. Fonzie went into the house and said his mornings to Howard and Marion before taking the stairs in twos to reach Richie's bedroom.

"Morning Rich," He said walking in and grabbing Richie's desk chair, dragging it towards the bed and sitting down in it backwards. Richie looked over at Fonzie before lowering his gaze to his lap. "So…what's going on?"

"What do you mean?" Richie mumbled. Fonzie sighed and nodded towards the window.

"Millany just peeled out of here," Fonzie said. "Told me to ask you when I asked. So, Richie, what's going on?" Richie sighed and glanced up at Fonzie, seeing the way his eyebrows were raised ever-so-slightly in inquiry and his chin rested on his folded arms on top of the back of the chair.

"I yelled at Millany," Richie admitted. Fonzie sat up slowly, eyes widening slightly.

"That's not good, Red," He said shaking his head. "She looked way passed the angry mark when she left." Richie was suddenly starting to worry. Millany was famous for her temper as well as her patience (both of which could run for long periods of time). He stood from his bed, dressed in pale yellow pajamas, and started pacing the floor, completely missing the fact that Fonzie was staring hungrily at him. The older man was watching his every movement, trying as hard as he possibly could not to pounce on the distraught redhead right then and there.

"This isn't good, Fonz!" Richie exclaimed. "She could do something bad. Get in trouble! Or-or-or… Oh God…what if she _killed_ someone?" Fonzie stood up and grabbed Richie by the shoulders.

"Whoa, whoa, whoa," He said, shaking Richie slightly to make him snap out of it. "I doubt there's much trouble that Millany could get into." Richie gave a high pitched chuckle.

"You don't know my cousin, Fonzie," He said shaking his head. "Fonzie…" The way Richie said his name-almost desperately-was almost the end of Fonzie's control. "We've gotta find her before she does something bad." Fonzie nodded.

"Alright," He said letting go of Richie's shoulders and heading to the door. "Get dressed and we'll go look for her." Richie grinned.

"Thanks Fonzie," He said. Fonzie gave him his signature grin and spread out his arms.

"'Eeeeyyy," He drawled. "The Fonz is always there for a pal in distress." Richie laughed and moved towards his closet to get some clothes. "I'll see ya downstairs in five minutes. Don't want your cousin in trouble, do ya?"

"No," Richie said throwing a pair of jeans and a shirt onto the bed. Fonzie left and went down stairs. He stood in the living room and waited for Richie.

"Arthur," Marion called from the kitchen, making Fonzie turn towards her. "Do you know what's wrong with Millany?" Fonzie shrugged.

"Richie said that they had a disagreement," He said. Marion frowned, worry creasing her forehead.

"Do you know where she went?" She asked coming into the living room. Fonzie shook his head.

"No, Mrs. C," He said sighing. "But me and Rich are gonna go look for her." Marion seemed to be relieved a bit.

"That's good," She said patting Fonzie's shoulder. "I'll keep your breakfast warm for when you get back." She smiled at him before retreating back into the kitchen.

"Thanks, Mrs. C," Fonzie called after her. Richie came down the steps struggling to put on one of his shoes. He finally got it on and stood up straight. "Ready?" Fonzie asked already heading towards the door.

"Yep," Richie said following him out to his motorcycle. "Did you see which way she went?" He asked mounting the bike behind Fonzie.

"Yeah," Fonzie said starting the bike and backing out. He turned in the direction Millany had taken off in. Richie's arms wrapped around Fonzie's waist and he watched to road, trying to figure out where his cousin might be. It didn't take long for the town to thin out into farmlands. Then it clicked.

"I know where she is!" Richie declared. "There's a really old abandoned farm near here." Fonzie nodded and looked around for a farm that looked practically torn down. "There!" Richie exclaimed pointing to a farm just coming into view.

"Good eye," Fonzie said with a smirk as he slowed and pulled onto the dirt road that lead onto the farm. They cruised for a few minutes before spotting Millany's Harley parked in front of a barn. Fonzie parked beside it and Richie jumped off, running into the barn. Fonzie walked inside behind him and followed Richie up into the hayloft. Millany sat on a crate with her arms crossed over her knees looking out of the small window where sunlight streamed in.

"Hi," Richie said hesitantly. Millany looked up at him and offered a small smile. "Are you still mad?" Millany laughed and shook her head.

"Nah," She said scooting over so that Richie could sit down on the crate too. "I wasn't even mad to begin with. I left to give you time to cool off." She looked up at Fonz. "Hey, Fonzie, think you could wait outside? I kinda wanna talk to Richie alone. You mind?" Fonzie smirked.

"Sure," He said heading out. Millany waited until his footsteps had completely faded to turn a devious smirk on her cousin.

"You can stop staring at his ass now," She said with a snicker. Richie stared at his cousin with wide eyes full of fear. His cheeks were flushed a bright red of embarrassment. "Calm down, Richie," Millany said draping her arm over his shoulders. "I've known you liked him since I saw the way you acted around him in the living room when I first arrived."

"But…I thought you liked him," Richie said confused. Millany flat out laughed. She doubled over, eyes squeezed shut as she laughed so loud it echoed off the walls, making Fonzie wonder what in the world they were talking about.

"Richie…_really_?" She asked breathlessly after her laughing fit. "Fonzie isn't even my _type!_ Trust me on that one." Richie smiled in relief. "You know, Richie, you'd be able to notice these things if you were more observant."

"But…I already am observant…I thought?" Richie said, brows furrowing in confusion. Millany smiled gently, understandingly.

"You really aren't that observant," She said shaking her head. "But, if want to be, I'll tell you what to do." Richie nodded, wanting her to continue. "You have to notice the really little things-small changes in the way an eraser is sitting on your desk, or even the way your dad's eyes soften ever so slightly when Aunt Marion hands him his morning coffee and they look at each other. Have you ever seen that?"

"No," Richie said shaking his head.

"I didn't think so," She said laughing. "Also-and this helps me-notice how the stars shine brighter on some nights when you can't sleep. Now, we should probably get down before Fonz gets antsy and comes back up." Richie giggled and they stood and walked down the stairs all grins and laughs.

"I see you guys have reconciled," Fonzie said smiling at the cousins. "You ready to go?" Millany elbowed Richie with a grin before mounting her own bike.

"Yeah," She said pushing the keys into the ignition. "I'm starving for Aunt Marion's breakfast." Fonzie and Richie mounted Fonzie's bike and they headed back home. In the driveway they shut off their bikes and started into the house.

"Richie told me you might try to start some trouble," Fonzie said as they stepped into the living room. Millany chuckled.

"Well, if I'd actually been mad, I would've gone out looking for a fight," She admitted. "Where's the food?" She asked Richie, jogging into the kitchen.

"Mom left it in the stove so it'd stay warm," Richie said handing her a note Marion had left on the refrigerator. "Dad's at the hardware store and mom and Joanie went out for a girl's day. They figured you wouldn't want to go." Millany sat down in one of the chairs at the kitchen table across from Fonzie.

"She was right," She said putting the note down on the table. "Let's eat." Richie set out the three plates and they started eating. "You guys going to Arnold's?" Millany asked when they where placing their dishes in the sink.

"I'm probably gonna go over to Potsie's," Richie said with a shrug. "Me, him and Ralph have been meaning to get together anyway." Fonzie sat back and shrugged.

"There's a girl I've been meaning to make time with," He said glancing at Richie for a moment before standing.

"I'm with you on that one," Millany said standing. "I've had my eye on someone since last night. Richie, which way is Potsie's? I can give you a ride if you want." Richie shook his head, already going to the door.

"No thanks, I think I'll walk," Richie said before leaving. Fonzie groaned and rubbed the back of his neck. Millany crossed her arms and sighed.

"Wong words, Fonzarelli," Millany said going for the door. "Really, wrong words." Fonzie sighed.

"Why do you keep using my last name?" He asked following her outside. Millany sat on her bike and crossed her arms again.

"I use people's last names when I'm totally serious," She said digging her keys out. "Look, Fonzie, if you want my cousin you'd better catch him fast. He's not going to be a single man forever." She started her bike and left. Fonzie sighed and mounted his own bike. He headed to Arnold's. There was no girl. All he really wanted to do was go to his office and think.


	3. Part 3: Nightly Confessions

A/N: the final part-part 3. I had a lot of fun writing this and I hope you guys enjoy the finale!

Part III

Nightly Confessions

It was about five in the afternoon when Millany and Richie came back home. Millany was grinning broadly, boasting that she had a date with a real catch. She went upstairs to grab a shower and get ready. Howard, Marion and Joanie came back while she was still in the shower and Richie told them why she was taking one. Fonzie came home around the time Millany got out of the shower.

"So, how'd it go with that girl?" Richie asked him when he plopped down into the chair next to the couch. Fonzie shrugged.

"Not too great," He said picking at a loose threat in the arm of the chair. Richie's eyes widened and he practically fell onto the couch.

"Not too great?" He asked in disbelief. "Since when does the Fonz do 'not too great' with girls?" Millany came skipping down the stairs at that moment buttoning the right cuff of her black long sleeved dress shirt, which was tucked into a pair of dark blue jeans and her leather jacket thrown over her arm.

"What's going on?" She asked putting her jacket down over the arm of the couch. Her wet hair had been slicked back into a ponytail that sharpened her high cheekbones.

"Fonzie's not doing to good with the ladies today," Richie chirped before Fonzie could give his own excuse. He glared at Richie reproachfully then turned the glare to Millany, daring her to say something. She just shrugged and put on her jacket.

"Probably karma," She said nonchalantly. "You know, from all the girls he's already had and stuff." Fonzie huffed and Richie nodded. It made perfect sense to him. Millany checked her pockets and made sure she had her keys.

"Where are you going?" Fonzie asked, eyeing her outfit. Millany grinned.

"Got a date," She said heading to the door. Howard and Marion came downstairs to say good-bye to Millany.

"Isn't he picking you up?" Marion asked skeptically when Millany opened the door.

"Nah," She said shrugging. "We're meeting at their work place when their shift is over." Marion looked skeptical and totally against it, but Howard made her stop worrying and let Millany go. When Millany was finally allowed to go Marion went to make dinner for the family, Joanie went to call Jenny and the boys were left in the living room. Fonzie stood and sighed.

"I'm going up to my apartment," He said going to the door. "If you have need for The Fonz you know where I'll be." Fonzie practically stormed up the steps to his apartment and slammed the door. He knew there had been no girl, but still! The way Millany _knew_ he had felt slightly guilty about the excuse and had completely plopped a reason down in his lap when he had a perfectly good lie just waiting to be said really pissed him off. If she hadn't come down and blamed it all on karma he might've been able to tell them there was someone else on his mind. It wasn't too far from the truth, considering he'd been thinking about Richie all day.

He shrugged off his jacket and tossed it over the back of one of his chairs before flopping down onto his couch. He was frustrated and his first step to admitting his attraction to Richie had been stomped out…by the very person who had been pushing him to admit it to him! Fonzie wasn't sure how long he stayed in his apartment brooding when a polite knock brought him from his thoughts.

"Come in," He called. Richie opened the door and gave Fonzie a small greeting smile. "'Eeeeyyy!" Fonzie greeted with a grin. "What brings you to the Fonz?"

"Mom wants you over for dinner," Richie said with a grin. "I see you've recovered from karma." He added jokingly. Fonzie chuckled.

"Nothin' that little can keep the Fonz down," He declared going down the stairs with Richie for dinner. He was kind of glad that Millany wouldn't be home for dinner. He could pretend everything was as it was before and he didn't have the pressure of telling Richie about his feelings. He could wonder what Richie was thinking as he sat across the table from him without knowing that Millany was just waiting for him to spill the beans.

"So, Arthur, how are things going at the garage?" Marion asked fondly. Fonzie swallowed his food before giving her an answer.

"Pretty good," He said nodding. "I'm working on a Buick right now." Howard looked up.

"What's wrong with it?" He asked curiously.

"The rotor's busted," Fonzie explained. The conversation revolved around minor things about how everyone's day was and the things they'd done. Richie did the dishes while Marion put away any leftovers and Joanie went up to her room. Howard went to read his paper and Fonzie opted to take a small joy ride while the sun went down. Millany wasn't back by the time the Cunningham's went to bed and Fonzie returned.

He walked around to where Richie's bedroom window was and looked up at it. There were no lights on, indicating that Richie was sleeping. He wondered what Richie was dreaming about, or if he even was dreaming. And if he was, was it about him? All these different thoughts ran through his mind, until they came to a halt when the light in Richie's room snapped on.

Richie turned onto his side, settled for a moment before huffing and lurching onto his back in irritation. He couldn't sleep, not with Millany's words tumbling through his brain. He wanted to tell Fonzie how he felt, but he had no idea how to. This was all Millany's fault. If she hadn't noticed his love for Fonzie he might've been able to continue as they were-close friends. But no…not anymore. It was nagging at him.

'_Notice how the stars shine brighter on some nights when you can't sleep.'_ Richie remembered Millany saying. He sighed and got up, turning on the light. He went to the window and looked out. The stars were very bright tonight. They lit up the sky, aided only by a sliver of a crescent moon. A small movement below caught his attention and he looked down, noticing a figure standing just out of the square of light his window cast. The figure looked very familiar. _Fonzie._ Richie opened his window and leaned out slightly.

"Fonzie?" He called out softly. "Is that you?" The figure stepped into the light and sure enough it was Fonzie. The brunette had his hands stuffed into the pockets of his leather jacket and a rather sheepish smile on his lips.

"Yeah," He said, a hint of embarrassment clouding his smooth voice.

"What are you doing out there?" Richie asked frowning. Fonzie shrugged as if he didn't know.

"Just thinkin'," He said rubbing the back of his neck. Richie thought he looked really strange being nervous. He was so used to the Fonz being filled with self confidence and charisma.

"Aren't you cold?" Richie asked as a rather chilly breeze whipped through his red hair. He saw Fonzie draw his arms in closer but he just shook his head. "Wait right there. I'll be down in a minute so we can talk."

"Wait! You should get some sleep, Richie," Fonzie said, stopping the younger from leaving the window. Richie smiled down at him.

"I can't sleep anyway," He said before disappearing. Fonzie sighed and waited. Richie came out of the house in his pale yellow pajamas with the blue lining, slippers and a jacket. He grinned at Fonzie as he approached him. "What were you thinking about?" He asked standing in front of Fonzie.

"A lot," He said smiling at Richie. He looked so innocent in those matching pajamas and slippers. He didn't even look like he was eighteen. He looked sixteen again, like he was when they first met. He couldn't help it when he reached out and straightened the collar of the pajama top that had been turned up ever-so-slightly. Richie shivered slightly when Fonzie's fingers brushed against his neck.

"W-what do you mean by 'a lot'?" Richie asked softly. Fonzie didn't take his hand away from Richie's shoulder, his thumb stroking the pulse point at the bottom of his throat. It was now or never.

"I was wondering if you were dreaming, but you couldn't sleep so you weren't dreaming," He said, dragging his eyes up to meet Richie's. "Then I thought that if you were dreaming, would you be dreaming of me?" Richie sighed and reached up to take Fonzie's hand and lace his fingers through his.

"I do dream of you, Fonz," He said softly, his voice shaking slightly from nerves. "I-I dream of you every time I do dream." Fonzie stepped closer and his hand-the one not clutching Richie's own hand-came up to cup Richie's cheek gently. "Fonzie…I love you. I've loved you for…for as long I've known you. Sure it was awed admiration at first…but then…I don't know what happened, Fonzie. But I love you. I've never loved someone as much as I love you." Now that he'd said it Richie was more nervous than he had been beforehand. But it was out in the open now, and he couldn't take it back. A slow, gentle smile stretched across Fonzie's lips.

"That's good to know," He said, brown eyes sparkling from the starlight, a strange emotion that Richie couldn't place swimming in them. "Because I love you too." Richie's whole body relaxed in utter, blissful relief.

"Y-You do?" He asked, just to be sure, a wide grin fighting its way onto his face. Fonzie chuckled, grinning his own self.

"Would I lie to you, Richie?" He asked squeezing Richie's hand. The younger man shook his head, untrusting of his voice. Fonzie stepped closer until there was merely an inch between them. "I love you, Richard Cunningham," He whispered against Richie's lips. Their breaths melded together in the night air.

"Good," Richie breathed. "I love you too, Arthur Fonzarelli." Fonzie's arms wrapped around Richie's waist and pulled him in close, his lips pressing gently against the redhead's. Richie wound his arms around Fonzie's neck, running his fingers through his soft brown hair as he kissed him back. It was the most intense kiss either of them had shared. It expressed their love for each other and the relief at finally being able to express it. It was a long time before they pulled away to breathe. They just searched each other's eyes, finding only naked truth, full trust and pure love.

"Well it's about time." The two men jumped back and stared into the darkness in shock. Millany stepped into the light with a hugely smug grin plastered on her face. "I was starting to worry that neither of you would make a move!" The boys frowned.

"Wait…you told Fonzie to tell me?" Richie asked gesturing to Fonzie and then to himself. Millany's grin widened, if that was even possible, and nodded.

"Uh-huh," She said, suppressing laughter.

"And you told Richie to tell me," Fonzie concluded.

"Yep!" Millany answered, finally allowing herself to laugh.

"That's cold," Fonzie said shaking his head and reaching over to intertwine his fingers with Richie's. Millany shook her head.

"No, that's playing matchmaker," She said smirking.

"Millie?" A rather high and feminine voice called out from the shadows, making them all turn.

"Yeah, babe, I'm here," Millany called out, holding her hand out to the shadows. A small, tanned hand reached out and took her hand. The waitress from Arnold's stepped out the shadows and wrapped her arms around Millany's waist as she draped her arm over the smaller girl's shoulders. "Richie, Fonzie, this is my date, Michelle. Michelle, this is my cousin Richie and his friend Fonzie."

"I know them, kind of," Michelle said smiling. "They're over at Arnold's all the time." Fonzie and Richie were both staring at the two girls in shock.

"You're…a lesbian?" Richie asked finally. Millany barked in laughter.

"Wasn't it _obvious?_" She asked grinning. "I mean, come on! I wear all boy clothes, ride a motorcycle, and I wasn't fawning over Fonzie. Wasn't that practically a billboard sign?"

"I knew something was different about you," Fonzie said smirking. "I just couldn't place it." Michelle giggled and Millany planted a small kiss on the top of her head.

"Alright guys, I gotta take Michelle home," Millany said. "I'll be back in a few." The two girls turned and left into the shadows.

"You know," Fonzie said wrapping an arm around Richie's shoulders, "she's not so bad." Richie grinned and wrapped his own arm around Fonzie's waist.

"Nope," He said shaking his head. "She got us together, didn't she?" Fonzie chuckled and turned Richie to face him, giving him a firm kiss on the lips.

"Yeah," He said resting his forehead against Richie's and smiling. Richie smiled back. They kissed again and Fonzie walked Richie back to the door. "I'll see ya in the morning," He whispered kissing Richie's knuckles, making him blush immensely.

"'Night Fonzie," Richie said softly before kissing Fonzie again.

"'Night Rich," Fonzie breathed against Richie's lips. Richie backed into the door, not letting go of Fonzie's hand until he was forced to by the distance between them. The door shut and neither of them could help but grin. Richie beamed as he snuck back up the stairs to his bedroom. Fonzie watched as Richie's light was shut off before running up the steps to his apartment, giddy with happiness. He unfolded his bed from the couch and undressed, flopping down onto the mattress with a great sigh. Both Fonzie and Richie slept that night, knowing that they would always be together, no matter what.

Millany left within the next few days, promising Michelle that she'd call every night and that she'd visit every chance she got. Richie and Fonzie couldn't thank her enough for practically forcing them to face each other. When they'd gone into Fonzie's apartment for some alone-time they found a note on Fonzie's table from Millany with her number on it.

'Use wisely, and take care of each other.

P.S. Fonzie, just a reminder, if I hear you've done my cousin wrong, you and your bike are dead.

-Millany'

"What does she mean by 'just a reminder'?" Richie asked sitting on the couch and leaning into Fonzie's embrace.

"She, uh…threatened me the first time she figured out I was in love with you," Fonzie said chuckling. "I guess she was serious." Richie laughed.

"Oh, she was serious, Fonz," He said kissing Fonzie. "Dead serious. So you'd better treat me right." Fonzie laughed and kissed him lovingly.

"The Fonz never treats his baby badly," He said matter-of-factly. Richie grinned and pecked Fonzie's lips.

"I don't doubt it," He said settling into Fonzie's arms. "I love you, Arthur Fonzarelli." Fonzie ran his fingers through Richie's hair.

"I love you too, Richard Cunningham."


End file.
